Tuesday, 30 November 2010 14:47
Council Discusses, Postpones Policy Governance Decision
By 12th Moon,
Meeting November 9, Council addressed most business on our agenda, met the recently-hired Program Director of our affiliate organization, GreenStar Community Projects, Inc. (GSCP) and once again discussed, deliberated, debated and further delayed any final decision on our future governance system, arguably the most important issue facing us for more than a year now.
At the beginning of the meeting I read into the record a petition received from a member for a bylaws revision regarding “Financial Disclosure” of a list of documents and information to be made available to any member upon request. The petition was given to the Membership Committee to start the process of verification of member signatures, the first step when Council receives a member-initiated petition. It was determined that there were not enough verifiable member signatures to go forward with the process and the petition was returned to the petitioner, having garnered only 23 of the necessary 40 (at the time, now 100 under our new bylaws revision) signatures.
Next a representative of the Staff Advisory Board (SAB) reported that SAB members had held open meetings with staff members and had come to an agreement that staff supported and recommended the adoption of the Policy Governance (PG) model of board leadership to Council, as a means to finally distinguish the authority of the General Manager (GM), management and store operations as separate from the authority of Council. (More at the end of this article.)
Our Interim GM, Brandon Kane, in his monthly report expressed a continued concern regarding the general economy, and talked about the work that staff is doing to prepare for the busy holiday season ahead. He also reported that the West-End store is currently undergoing an office remodel. Brandon also reported that the Marketing Department will be putting more focus on our local college populations, and much of the Membership Department’s efforts in October were spent on the FLOWER low-income discount program, which has taken off extremely rapidly, and preparing for the Annual Fall Membership Meeting and the Kid’s Halloween Party, which was a great success. He next submitted the Co-op’s Third Quarter Financial Report, which was referred to our Finance Committee for review. The Co-op’s 2011 Budget was presented last month for review and was approved by Council at this meeting.
Next, the highlight of our evening — GSCP reported that they were “pleased to announce the recent hire of Kirtrina Baxter as our part-time Program Director. Ms. Baxter brings a wealth of experience and enthusiasm that will undoubtedly be an asset to GSCP’s work to create a system for regional food sustainability that promotes health, equity and community control of essential resources.” (For more, see the article on page 1.) They then gave us a brief description of a new program, Ithaca Community Harvest, whose mission is to create, sustain and expand a system for providing access to local organic produce for youth and families in Ithaca’s public schools.
We then certified the vote-counting results for our October membership vote regarding nine sets of proposed bylaws revisions. The tallies showed member support for eight of the sets with only one set failing to receive the two-thirds majority necessary for passage of a bylaws revision. Set 2, which would have reduced the number of seats on Council from the current 15 to 12, was the only recommended change that was not accepted. (For more on the voting results, see page 1.) There are currently 14 Councilmembers and one open seat.
Minutes of our September and October Council meetings were approved before we took our mid-meeting break. After the break our Expansion Committee reported on progress toward compiling the background information necessary for considering the eventual use of our property at 700 West Buffalo Street. The value to our members and our community as well as the cost and financial feasibility of any project have to be carefully weighed prior to making any final decisions.
Starting the evening’s continuing discussions regarding the commitment Council had made last November to have made a final decision about its future governance structure by the end of 2010, a formal recommendation was presented jointly by our Personnel Committee and our GM Search Committee (GMSC): “The Personnel Committee recommends that GreenStar’s Council adopt and implement Policy Governance as its new governance system, with any and all “Shared Principals and Goals” needed to modify the Policy Governance guidelines to fit Council’s needs.” It was reported that recommendations had come from the following groups: the Personnel Committee (including Councilmembers, a manager, staff, SAB Representative and member-at-large), the GMSC (including Councilmembers, managers, staff and members-at-large), the Area Supervisors team, SAB (based on a poll of staff), Dawn Dzurilla (GMSC Executive Recruiter) and Carolee Coulter (GreenStar consultant since 1992).
A proposal was brought forward by one Councilmember, after much work toward building consensus among us, that: “GreenStar’s Council commits itself to adopting and implementing Policy Governance® in a form that is determined by Council, including the following parameters”… with a long list of qualifying statements. After an hour of back-and-forth, questions, deliberations, discussions and statements of personal opinions, a decision was made by a majority of Councilmembers present to amend the proposal from “Policy Governance®” to read “policy governance.” The proposal to commit to policy governance was then tabled to our December 14 meeting, with no final decision made.
By Dan Hoffman,
12th Moon, Kristen Kaplan, Eric Banford, Susan Beckley, Jessica Rossi and Mark Darling finished the counting in just under four hours.
412 Total valid envelopes
21 total invalid = 19- no ID, 1- first of two ballots, 1- no ballot in envelope
Also = 1- name tag, 5- 2 cent slips, 1- Member Labor Request and two wooden nickles.
Two thirds vote required to pass.
Q#1 = PASS
Q#2 = FAIL
Q#3 = PASS
Q#4 = PASS
Q#5 = PASS
Q#6 = PASS
GreenStar member-owners are the only ones who have the power to change the Co-op's bylaws, the organization's most basic and important document. There is an opportunity to do so (or not) during this month — at the Fall Member Meeting, at the stores, or by mail.
GreenStar's Council has established an ad hoc Bylaws Review Committee, which started meeting again earlier this year, after being inactive for at least two years. Council had referred a couple of issues to the committee, which identified several more on its own. In August, Council voted (unanimously, except in the case of #2, below) to send the committee's six recommended bylaws amendments to the membership for a YES or NO vote on each of the following questions:
1. Should the Co-op be allowed to use a withdrawing member's refundable equity contribution [which could be up to $90] to pay off any outstanding debt the member has to the Co-op (such as for bad checks)?
2. Should all Council candidates and members be required to satisfy any requirements associated with operational licenses maintained or sought by the Co-op (such as to sell or serve alcohol)?
3. Should Council be allowed to conduct closed executive sessions for two additional topics — possible litigation or contract negotiations?
4. Should the composition of Council's Immediacies Committee be changed to match that described in Council policy, and that of the Executive Planning Committee?
5. Should the use of gender-specific pronouns (such as "he" or "she") be eliminated in the bylaws?
6. Should three "clerical errors" made when the bylaws were amended in 2010 be officially corrected?
Much more information on the proposed amendments, including detailed explanations, pro and con statements and voting instructions, are available in the Fall Member Mailing, which all current members should receive in the mail by October 6. Members can vote up until close of business on Oct. 31 at either store, by mailing in the ballot from the Mailing, or in person at the Fall Member Meeting, on Friday, Oct. 16, at the Space.
By Alexis Alexander,
I have woken to a new day, a day when GreenStar's annual Member Meetings and pancakes are defined as pure elegance and inspiration. Surprised?
The morning after our Fall Member Meeting, I'm entranced by the experience of last night. I realize how far GreenStar has come over the years, and how integral and essential a partner we are in the wider regional food movement before us. Our roots as a buying club and grain store have matured into a multimillion-dollar community-based cooperative that affords us the ability, and the responsibility, to bring "real food," as Marketing Manager Joe Romano would say, back to a broader spectrum of our local and regional community. Read more...